2005-341
S:\Our Documcnts\Ordinances\05\CondutT Consu lting Contract.doc
ORDINANCE NO. 2 (}05 - 34/
AN ORDINANCE APPROVING A PERSONAL AND PROFESSIONAL CONSULTING
SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND MICHAEL A.
CONDUFF; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City of Denton desires to enter into a Personal and Professional
Consulting Services Agreement with Michael A. Conduff ("Conduff') to provide consulting
services to the City, in substantially the same form as the agreement attached hereto and made a
part hereof as Exhibit "A" (the "Agreement"); and
WHEREAS, Conduffhas announced his retirement effective December 31, 2005; and
WHEREAS, Conduff has been employed by the City as City Manager with numerous
years municipal experience, and is being selected as the most highly and uniquely qualified on
the basis of his demonstrated competence, qualifications and knowledge to perform the proposed
personal and professional services; and
WHEREAS, the City and Conduff desire to enter into the Agreement effective January I,
2006 to help in the transition period; and
WHEREAS, the fees under the proposed Agreement are fair and reasonable and are
consistent with and not higher than the recommended practices and fees applicable to Conduffs
profession and such fees do not exceed the maximum provided by law; and
WHEREAS, the City Council finds that the Agreement is in the public interest; NOW,
THEREFORE;
THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS:
SECTION I. The recitals and findings contained in the preamble of this Ordinance are
incorporated into the body of this Ordinance.
SECTION 2. The City Council hereby approves the Agreement and authorizes the
Mayor, or her designee to execute the Agreement on behalf of the City.
SECTION 3. The City expenditures provided for in the Agreement are hereby
authorized.
SECTION 4. This Ordinance shall become effective immediately upon its passage and
approval.
S:\Our Documents\Ordinances\05\Conduff Consulting Contract.doc
PASSED AND APPROVED this the &ilz. day of 1f tlt/.tmuA./
ATTEST:
JENNIFER WALTERS, C Y SECRETARY
APPROVED AS TO LEGAL FORM:
EDWIN ~ITY AlTORNEY
BY:
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c~/;u;~
EULINE BROCK, MAYOR
,2005.
Exhibit A
PERSONAL AND PROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of the 2IiL day of ~#tltak1J.
2005, by and between the City of Denton, a Texas Municipal Corporation, hereina er referred to
as "City" and Michael A. Conduff, hereinafter referred to as "Conduff'.
WHEREAS, Conduff has announced to the City Council his intention to retire from the
City of Denton effective December 31, 2005; and
WHEREAS, City desires to engage the services of Conduff as a consultant to provide
consulting services for the City after his date ofretirement to help in the transition process;
NOW, THEREFORE, in consideration of the promises and mutual undertakings herein
contained, the parties agree as follows:
SECTION I. Engagement of Conduff/City's Obligations.
I(a). Subject to the terms and conditions contained herein, and effective January 1,
2006 through April 30, 2006 the City agrees to engage the personal and professional services of
Conduff to provide to the City management consultant services at the direction of the City
Council, acting through the Mayor or Mayor Pro Tern. During the term of this Agreement
Conduffwill make himself available during normal business hours for such projects that may be
deemed advisable by the Mayor, Mayor Pro Tern, or City Council. The scheduling of the
consultation shall be by mutual agreement between Conduff and the City.
l(b). For such consultant services the City agrees to pay Conduff a monthly fee for
services performed from January 1, 2006 through April 30, 2006, equal to $ 15,510.00, payable
on the last day of each month. In addition, on or about January 1,2006 Conduffwill receive in a
lump sum payment all accrued and unpaid vacation pay up to a maximum of 320 accumulated
hours and accrued unpaid sick leave pay up to a maximum of 720 accumulated hours, less all
normal payroll deductions.
SECTION 2. Conduffs Obligations.
2(a). Conduff shall perform the services herein with diligence and in accordance with
the professional standards customarily obtained for such services in the State of Texas.
2(b). From and after January 1, 2006 and through the duration of this Agreement,
Conduff shall perform all services assigned to him by the Mayor, Mayor Pro Tern, or City
Council. Conduff is entitled to perform consulting services for other clients.
2( c) In consideration of this Agreement, Conduff and the City agree to and hereby
waive and release each other from and against any rights, claims, or causes of action they may
have under Conduffs employment with the City including any protected class legislation or law
including without limitation, the Age Discrimination in Employment Act to the extent Conduff
can waive and release these rights under the law. This release will not release Conduff from any
rights, claims or causes of action based on facts not known to the City Council as of the Effective
Date of this Agreement.
SECTION 3. Term.
This Agreement shall commence on January I, 2006 and shall end on the 30th day of
April 2006, unless sooner terminated for cause or unless extended by mutual agreement of the
parties.
SECTION 4. Arbitration and Alternate Dispute Resolution.
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement, may include the other party to the disagreement without the other's
approval.
SECTION 5. Termination of Agreement.
A. This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such
termination will be affected unless the other party is given (1) written notice
(delivered by certified mail, return receipt requested) of intent to terminate and
setting forth the reasons specifying the non-performance, and not less than thirty
(30) calendar days to cure the failure; and (2) an opportunity for consultation with
the terminating party prior to termination.
B. If the Agreement is terminated for cause prior to completion of the services
provided hereunder, Conduff shall immediately cease all services and shall be
paid for services in accordance with this Agreement up to the actual date of
termination.
SECTION 6. Entire Agreement.
This Agreement constitutes the entire agreement between the parties hereto with respect to the
subject matter hereof and supersedes all other oral or written representations, understandings or
agreements relating to the subject matter hereof. Neither party shall be bound by the provisions of
any pre-printed or other written terms and conditions subsequent to the date of this Agreement
relating to the subject matter hereof unless such additional terms and conditions are made effective
pursuant to the Amendments subsection of this section.
SECTION 7. Compliance with Laws.
Conduff shall comply with all federal, state, local laws, rules, regulations, and ordinances
applicable to the professional services performed pursuant to this Agreement, as they may now read
or may hereafter be amended.
SECTION 8. Assignability.
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This Agreement is personal to Conduff and shall not be assigned in whole or in part without
the prior written consent of the City.
SECTION 9. Modification or Amendment.
A. No waiver or modification of this Agreement or of any covenant, condition or
limitation herein contained shall be valid unless in writing and duly executed by the
party to be charged therewith and no evidence of any waiver or modification shall be
offered or received in evidence in any proceeding arising between the parties hereto
out of or affecting this Agreement, or the rights or obligations of the parties
hereunder, unless such waiver or modification is in writing, duly executed; and, the
parties further agree that the provisions of this section will not be waived unless as
herein set forth.
B. No amendment of this Agreement shall be valid unless in writing and signed by both
parties.
SECTION 10. Miscellaneous.
A. Venue of any suit or cause of action under this Agreement shall lie exclusively in
Denton County, Texas. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.
B. City is employing Conduff due to his unique experience and Conduff shall provide
all services to be performed under the Agreement.
C. The headings of this Agreement are for informational purposes only and shall not in
any way affect the substantive terms or conditions of this Agreement.
D. Each party represents that it is authorized to enter into this Agreement and that the
individual executing this Agreement on behalf of the party, is authorized to enter
into this Agreement.
IN WITNESS WHEREOF, the City of Denton, Texas has caused this Agreement to be
eg.curd by its dul authorize Ma or, and Conduffhas executed this Agreement to be effective the
-1:) day of . ,2005 (the "Effective Date").
CITY OF DENTON, ~XAS
By:L~Eflt;oL
Euline Brock, Mayor
ATTEST:
JE lFER WALTE~S, CITY SECRETARY.
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APPROVED AS TO LEGAL FORM:
EDWIN ~TY ATTORNEY
~L
BY:
~
Michael A. Con f
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